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The plane dipped alarmingly, it's engines groaned loudly as they dug for a firm foothold in the air. The plane steadied when the engines and the wings found a firm bed of air to support them.

Carol lurched off balance and slid against a passenger. Her firm breast was pushed into the face in the seat as she fought for control of the tray of drinks. She gasped and steadied the tray with her other hand, watching the small cups of coffee spill their hot contents. Droplets of coffee flew around the small cabin, eliciting a slight gasp from the person beneath her. Carol fought her way to her feet and swung the tray out of the way to look at the passenger beneath her. She was embarrassed to see a small woman moaning and holding her blouse away from her breast. The blouse was stained dark with coffee. The material of her blouse still steamed from the hot liquid.

"Oh God, I'm so sorry," Carol moaned, grimacing at the sight of the woman's pain.

"It's not your fault," the small woman said with tears in her eyes. She blew on her burned flesh and looked up at Carol with tears glistening in the light. "That shit is hot," she said meaningfully.

"Go to the bathroom and take that off," Carol said harshly as she glanced at the handful of sleeping passengers in the small plane. "I'll give this to the crew and come back to help. We have a first aid kit."

"I guess I'd better," the woman finally said, "it seems to be rather bad."

"I'm so sorry," Carol gasped again and rushed forward to open the small door to the cockpit. Captain Danderling looked over his shoulder as she rushed into the cockpit and pushed the tray at the co-pilot.

"What's wrong, Carol?"

"I burned one of the passengers on the way up. If you need anything get it yourself, I'll be busy for a while."

"Is it bad?" the Captain asked in sudden concern.

"It's not good. I'll do my best to keep her happy, but I wouldn't be surprised if she filed a complaint. I wouldn't blame her either. Dam my stinking luck!"

"Should I talk to her?"

"No, I screwed up, I'll handle it," Carol said resentfully as she turned, rushing out without another word.

"How'd she manage to burn a passenger when there are only four in the whole damned plane?" the co-pilot asked, looking into his half empty cups and pouring the contents of one into the other.

The Captain shrugged and opened his soda. "There aren't enough passengers to even pay for this 30 passenger plane, I don't know why they bother to keep it open."

Carol looked at the sleeping passengers as she passed. One was snoring loudly, the woman behind him was sleeping with her mouth wide open, and the woman on the left was drooling in her sleep. Passengers were so ugly when they slept, Carol thought to herself as she rushed back to the rear of the plane. She looked at the coffee-stained seat guiltily as she passed. She would have to get the coffee out of the fabric as best she could, but the woman was her main concern. The blouse she was wearing looked like silk. If it was, it would cost a fortune.

Carol took the first aid kit off the wall of the tiny kitchen and knocked on the door to the bathroom. The door opened a crack and the woman looked out. She was naked from the waist up, holding her arm across her breasts.

"I have the first aid kit," Carol said uncomfortably.

"I don't think there's room for two people in here," the woman said, trying to keep her breasts covered. She was holding her dripping blouse in her hand.

"Oh God, that blouse IS silk, isn't it?"

"Yes, but don't worry, it's old. I can't wear it this way, I wish I could get to my luggage."

"You can, back here," Carol motioned toward the back of the plane. "I can treat your burns back there too, the cargo hold is almost empty since we have very few passengers."

"Should... should I go back like this?"

"Sure, go ahead. I'll stand with my back to you and block the view from the other passengers. They're all asleep anyway." Carol turned and looked at the darkened cabin. Nobody moved. She turned back and found the door to the cargo hold ajar. She shut the bathroom door and hurried back. She found the switch on the bulkhead by the door and flipped it on, before closing the door. The luggage was held in place by webbing. The hold was small, but they had a six foot square space to move around in. "Hey, there they are," the woman pointed at the pile of luggage. She shivered suddenly. The cargo hold wasn't heated, her bare skin had goose bumps. Carol lunged forward and pulled a pile of wool blankets from a wall cabinet and handed them to the woman. She swung one blanket over her shoulders and snuggled into it gratefully.

Carol stood stunned with her mouth hanging open. She had a momentary view of the tiny woman's tits and they were absolutely perfect. Two small peaks of firm, upturned flesh, the kind of tits that any woman would die for. Carol had never seen tits like that except in the magazines. Her own were huge and sagging by comparison. Carol had a sudden desire to open that blanket so she could get a better look, but she shook herself and helped the woman get the indicated bags out of the webbing. In a moment the woman was sitting on a blanket, going through her luggage, while Carol knelt beside her and went through the first aid kit. "This is kind of fun," the woman giggled, "kind of like camping out."

"Not for me, I feel like shit for burning you."

"Don't worry about it, it hardly burns at all now," the woman said, placing a small hand on Carol's.

Carol held up the tube of burn cream with the other hand and nodded at the woman's chest. "I need to see those burns. The faster their treated the less they'll hurt."

The woman opened the blanket enough to show the burns, which were only slightly darker than the rest of her creamy skin. Carol was disappointed to see only the upper portion of her breasts. She squeezed an inch from the tube and held it near the woman's left tit.

"If that stuff is greasy, I'd better wear cot... ahhh!" the woman said suddenly and stiffened on the blanket.

"I know, it hurts," Carol said meaningfully.

"Hurts hell, it's cold!" the woman said loudly. Carol giggled as she finished the left breast and squeezed out more for the right.

"You have nice hands," the woman said, enjoying the massage.

"You have great tits," Carol said absently, then gasped when she realized what she had said.

"Thanks," the woman said with a surprised smile. "You show me yours, I'll show you mine," she said with a giggle. "Ok," Carol said absently as she concentrated on the woman's right breast, then wiped her hand off on the edge of the blanket. She looked up and saw the surprised look on the woman's face. "What, did I hurt you?" Carol asked quickly.

"No, you... do you really want to see my breast?"

"Yeah, I guess. Didn't you want to see mine?" Carol asked in confusion.

"I was joking," the woman licked her lips and looked at the small door leading to the cargo bay, "but if you're serious, I... wouldn't mind."

Carol stared into the woman's eyes and realized there was more to the woman's offer than just a show of tits. Carol swallowed nervously and wondered how she got herself into such messes. If it would keep the woman happy, maybe she should try it, just this once. It was worth a little lesbian sex to keep her job. The woman wouldn't dare complain afterwards. The woman appeared to be wealthy, just the kind of person who could ruin a promising career... or make one. Carol didn't want to be stuck on milk runs forever. She wanted Paris, Montecarlo, and Madrid, not Adak, Fairbanks, and Anchorage.

While Carol was trying to decide if it would be worth it or not, the woman silently slid the blanket off her shoulders. As it hit the floor Carol's eyes bugged out and she involuntarily reached forward, then withdrew her hand.

"Go ahead," the woman said breathlessly. "They won't bite you."

"I... I can't," Carol said, putting her hands in her lap. "You've never touched a woman before, have you?" the woman asked sympathetically. Carol shook her head wordlessly. "Can I touch you?" the woman asked. Carol nodded slowly, licking her dry lips in anticipation. She was shaking. "I love touching another woman," she said softly as she reached forward and started unbuttoning Carol's blouse. "Women are so soft and warm, compared to a man. Men are fun too, but any woman who avoids other women are only living half a life. There, that didn't hurt, did it?" the woman asked brightly as she parted Carol's blouse. Carol was too breathless to speak. She looked down at her white bra and watched the woman leaned close to undo the clasp at the back. The woman's face was inches from Carol's. Carol looked at the dark red lips in front of her and licked her own. She could imagine how soft those warm, moist lips would be.

"Is your imagination running wild?" the woman whispered in a husky voice.

Carol nodded wordlessly. She felt the bra straps sliding off her shoulders, but was too embarrassed to look down. "You have nice tits," the woman whispered. "You know what a woman's breasts are for, don't you?" the woman asked. Carol gasped when she saw the woman bending with her face close to her chest. She held her breath then let it out explosively when she felt the soft, warm lips touch her left nipple. The lips began to suck gently. Her nipples leapt into immediate hardness, sending a burning wave of fire to her loins. Carol shuddered and moaned. She raised her right hand, wanting to put it on the woman's head, then hesitating. With sudden resolve she placed it on the back of the woman's head and pulled her tightly against her chest. The warm sucking lips were creating fires all over Carol's body. She slid her left hand up to the woman's back and massaged it slowly as the woman suckled on her tit. Carol's eyes were closed, her face was distorted by the wonderful pleasure filling her body. It was intense, almost painful at times.

When the woman pulled away and moved to Carol's right breast, Carol let out a little cry that echoed in the small metal cabin. She bent her face closer to the back of the woman's head and inhaled the fragrance of her hair, while the woman tried to drink from her ample breast. The woman moved her left hand up to Carol's breast and held it firmly while she sucked and tongued the long hard nipple. She moved her right hand behind Carol's back and moved it up and down tenderly. Somehow Carol could feel the woman all over her body. Even her neck was on fire. "My knees are hurting, can we lay down?" Carol gasped breathlessly, panting like a dog as the erotic fire burned her entire body.

"Absolutely. Mine are hurting too, this metal floor is brutal. Do you have more blankets in that locker?" "Bunches, one for each passenger," Carol leapt to her feet, then looked down in embarrassment as her freed breasts bounced obscenely.

"You have quite a set of tits there, lady," the woman said playfully.

"I wish they were more like yours," Carol said as she passed back blankets.

"Are you kidding? You have a woman's tits, mine look like they belong on a little girl."

Carol laughed and shook her head as she pulled more blankets from the locker. "It's funny, nobody is ever happy with what they have, are they?"

"I guess not," the woman smiled. "That's enough, it will take hours to fold these back up again."

"Oh, yeah," Carol said. She turned and helped the woman spread out the blankets into a large, thick mattress. On hands and knees they smoothed out the blankets, facing one another as they worked.

"I'm Carol," Carol said suddenly with her face inches from the woman's.

"I'm Ascension, my friends call me Ace."

"Hi," Carol said shyly.

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"Hi yourself," Ace said and leaned forward quickly to kiss Carol on the lips. Carol licked her lips, tasting the kiss and deciding that she liked it. When the blanket was smoothed out Ace laid back, propping herself up on one elbow.

"I bet you never thought you'd be doing this today, did you?" Ace asked with a smile.

"I didn't think I'd ever be doing this. If my mother ever finds out, she'll kill me," Carol said as she let her eyes roam over the tiny woman's body. She looked so sexy wearing nothing but a short black skirt and stockings.

"I won't tell her," Ace said with a smile. "Would you like to do a little exploring this time, Carol?"

"Oh yeah," Carol said meaningfully.

"Go ahead, do whatever you like. Don't be shy or afraid you'll do something I don't like, just let yourself go and have fun. I've been around too long to be shocked or offended." "I don't even know what you're talking about," Carol said in embarrassment, "I just want to see you naked."

"Well you're easy to please. Would you like to finish undressing me, or do you want me to do it?"

"You'd better do it, my hands are shaking too badly," Carol said in a gush of words.

"Ok. Why don't you finish undressing too."

Carol undid the catch and buttons on her own plaid uniform skirt and slid it off her legs. She held it in her lap self- consciously while she watched Ace slip out of her pantyhose and recline totally naked. She seemed completely at ease. "Go ahead, take it all off," Ace encouraged gently. "I was watching that tight little ass of yours all up and down the isle, did you know that?"

"No," Carol said in embarrassment. The thought never would have occurred to her until a few moments ago. "Women really do that?"

"Do what?"

"Watch other women... walk?"

"Well I can't speak for all women, but I certainly do. I was wishing I could stick my tongue up that tight little ass of yours."

"Oh," Carol said, shocked and embarssed. She made a face as she thought about it, but her ass tingled in response. She moved uncomfortably on the blankets.

"Carol?"

"Huh?"

"Shouldn't we kind of hurry before somebody comes looking for us?"

"Oh yeah, the plane will be landing in about 30 minutes.

Shit, I..." she looked at Ace helplessly.

"You want me to take over?"

"Would you? I have no idea what to do next, or how."

"Ok, lay down on your back. I'll show you some basic lesbian pussy eating. That's the quickest and easiest way to learn." Carol nodded shakily and slid over to lay on her back. Ace reached down and grabbed Carol's white panties, then pulled them off when Carol raised her ass up off the blankets. Carol suddenly realized that not all the shaking could be attributed to nervousness. She was cold. Carol reached over and grabbed one of the unopened blankets and tossed it out so she could pull it over her naked body. Ace took up another blanket and draped it around her own body. She slid down between Carol's open legs and repositioned the blankets so they were both covered. Carol was a little disappointed because she could not watch Ace, she was now under the blanket. She felt the little woman moving around between her legs, and the lump under the blankets approached Carol's open thighs.

Ace kissed her way from Carol's inner thighs at each knee and worked her way up to Carol's pleasure hole. The steamy moist scent of Carol's pussy made Ace stop and sniff in appreciation before she gently pressed her lip against Carol's pussy and gave it a full lipped kiss. Carol arched up off the blankets and moaned softly. It was the first time a woman's lips had ever touched her pussy, and no man took the time to go slowly like Ace was doing. It made a big difference. Like all women, she had been horny deep down inside her loins, until then. Ace's tender ministrations were bringing the pleasure out to the surface, where each touch caused a raging fire in her loins. Women really did know how to eat pussy better than men. But Carol wondered if she could do as well.

Ace gently slid her stiff tongue from the bottom of Carol's pussy folds to the top. Carol suppressed a scream as the tongue touched her sensitive clit, then an equally sensitive area at the top of her pussy. She closed her legs around Ace's head and humped her pelvis against the beautiful face trapped between her legs. Ace began eating faster, her little tongue snaking in and out of Carol's steamy hole, then flicking through the folds of pussy flesh, giving equal time to each.

Suddenly Ace stopped, covering Carol's hot pussy with her mouth and sucking brutally. Carol was taken by surprise. She was being milked like a calf milked it's mother. She could feel the suction clear up inside her loins. Just as the sucking lips began to be painful, Ace covered Carol's clit with her lips and sucked Carol's clit into her mouth. She proceeded to tongue the little stiff bud brutally, while two fingers slid up inside Carol's pussy.

Carol couldn't decide whether to ride the two enormous fingers, or the sweet mouth attached to her clit. She settled on moaning and humping her wet, mushy sex against Ace's face. Ace broke contact with her mouth and concentrated on finger fucking Carol as fast as she could plunge her fingers inside her helpless pussy.

"You taste so sweet," Ace sighed from under the blanket.

Carol was too lost in pleasure to answer. Ace's two fingers felt huge inside her pussy. The rest of the knuckles of her hand were slamming against her clit. She was about to come.

"I'm coming, Ace, lick me," Carol hissed.

Ace immediately dropped her face, pressed her open lips over the upper half of Carol's pussy and tongued her pussy roughly. Carol squealed and arched her back painfully. She felt the boiling passion building in her loins and it suddenly exploded, pulsating and spasming in Ace's sweet mouth. Ace's juice-coated face slid around in Carol's pussy as she bucked and groaned. Her thighs clamped tightly around Ace's head, she twisted and bucked, trapping Ace inside. Ace loved every minute of it, she was right where she loved to be, between the soft, appreciative thighs of a young first-time girl. She took her fingers out of Carol's pussy and massaged her soft leg with a gentle hand as Carol started to relax. Her soft moans were music to Ace's ears. Ace smiled and kissed Carol's inner thigh. Carol moaned and threw her legs wide, too sensitive to be touched.

"That was unbelievable," Carol finally sighed. "It's your turn, Ace."

"I want to do it different," Ace said as she climbed out from under the blanket and smoothed it in place over Carol's long legs.

"How?" Carol asked. Ace took another blanket off the pile and wrapped herself in it Indian style. She then stood over Carol's sweet face and squatted down until her pussy was directly over Carol's lips.

"I want to watch while you eat me, I'll sit on your face."

Carol nodded silently, watching the tiny pussy approaching her face. It had very little hair, just a small black tuft at the top. The pussy and skin around it was as smooth as a baby's butt, which meant that Ace had used electrolysis to remove her hair. It made her pussy really beautiful. Ace's knees touched the blanket on either side of Carol's face, then the warm thighs were pressing against her ears, warming them. Carol looked at the sweet little pussy and suddenly lunged upward to meet it. Her first taste was absolutely delicious. She held Ace's ass firmly, helping to lower it to her mouth, while her tongue was already busy in her crotch.

"Oh Carol, that feels so good," Ace said with a shiver.

Carol looked up past the firm little tits into the beautiful face above her. She could tell if she was doing something right by the expression on Ace's face. She also liked looking into those beautiful eyes as she sucked on the delicious pussy. It made her feel powerful. One slice of her tongue could twist that beautiful little face into a passion distorted mask.

Carol licked Ace's pussy quickly, like a dog lapping up milk. Since she was trapped between Ace's soft thighs, there was little else she could do. It didn't leave much room for being inventive. She mashed Ace's firm ass cheeks in her hands, while bobbing her face up and down between her legs. The sound of her tongue in wet flesh was loud in her own ears.

Ace's position also had one other effect. With her pussy pointing down, toward Carol's sweet face, the juices in her pussy poured out over Carol's face. She felt like she was drowning. Remembering what Ace had done to her, Carol used her tongue to part the flesh of Ace's pussy, slid it up her steamy hole, and began sucking brutally, as Ace had done to her.

Ace moaned, mashing her own tits and twisting her nipples as she watched Carol feast on her nectar. She used one hand to smooth the wet hair away from Carol's face, so she could watch as Carol drank from her loins. She looked so beautiful down there.

Carol resumed her pussy eating. The firm ass cheeks in her hands gave her an idea. She slid one hand down between her own legs and slid it up inside her own sopping pussy, lubricating her right index finger, then withdrew it and brought it back up to Ace's tight little ass. She searched with the finger until she found the puckered ass hole and quickly slid it inside. Ace squealed and stiffened as the snaking finger searched up inside her little ass, creating even more fire in her loins.

Carol simply pushed the finger in as far as it would go, and wiggled it inside Ace, keeping time with her snaking tongue in her pussy. Ace began moaning while methodically humping her pussy against Carol's face. Carol held her finger still and let Ace butt fuck herself, while trying to follow the little pussy with her mouth. In a moment Ace's moans turned to panting squeals. She began gasping and stiffened, letting out one high pitched squeal as she came on Carol's sweet mouth. The finger inside her ass was driving her crazy, creating even more fire in her boiling pussy. The tongue mercifully stilled as she came, but the savage sucking lips were milking her dry and torturing her sensitive clit until she was sure she would go insane with pleasure.

Ace finally raised up off Carol's face and pulled herself off the probing finger. The sensation was just too great to endure. They heard a mechanical whine, and Carol suddenly stiffened and sat up with a frightened look.

"What's the matter," Ace asked in concern.

"That sound is the flaps being lowered. We're landing." "Shit," Ace said, looking around. "You sneak into the bathroom first and get cleaned up, I'll put everything away and use it when you're done."

"Thanks," Carol said with a quick smile. "I smell like pussy."

"We both do, girl, enjoy it. It's my favorite perfume."

Carol reached the bathroom without being noticed. She was just finishing up when the Captain woke the passengers with an announcement that the plane was landing. As Carol hurried around the cabin to get everything ready, she noticed Ace race for the bathroom from the corner of her eye. She smiled as she slid the trays into their proper place, then went out to face the passengers.